City Holding Company

Citigroup was formed on October 8, 1998, following the $140 billion merger of Citicorp and Travelers Group to create the world's largest financial services organization. The history of the company is divided into several firms that eventually amalgamated into Citicorp, a multinational banking corporation operating in more than 100 countries; or Travelers Group, whose businesses covered credit services, consumer finance, brokerage, and insurance. The company's history dates back to the founding of: the City Bank of New York in 1812; Bank Handlowy in 1870; Smith Barney in 1873, Banamex in 1884; Salomon Brothers in 1910.

Citicorp

City Bank of New York was chartered by New York State on June 16, 1812, with $2 million of capital. Serving a group of New York merchants, the bank opened for business on September 14 of that year, and Samuel Osgood was elected as the first President of the company. The company's name was changed to The National City Bank of New York in 1865 after it joined the new U.S. national banking system, and it became the largest American bank by 1895. It became the first contributor to the Federal Reserve Bank of New York in 1913, and the following year it inaugurated the first overseas branch of a U.S. bank in Buenos Aires, although the bank had been active in plantation economies, such as the Cuban sugar industry, since the mid-19th century. The 1918 purchase of U.S. overseas bank International Banking Corporation helped it become the first American bank to surpass $1 billion in assets. During the United States occupation of Haiti and the bank's income from Haiti's loan debt related to the Haiti indemnity controversy, the bank earned some of its largest gains in the 1920s due to debt payments from Haiti, becoming the largest commercial bank in the world in 1929. As it grew, the bank became an innovator in financial services, becoming the first major U.S. bank to offer compound interest on savings ; unsecured personal loans ; customer checking accounts and the negotiable certificate of deposit .The bank merged with First National Bank of New York in 1955, becoming the First National City Bank of New York in 1955. The "New York" was dropped in 1962 on the 150th anniversary of the company's foundation. The company organically entered the leasing and credit card sectors, and its introduction of U.S. dollar-denominated certificates of deposit in London marked the first new negotiable instrument in the market since 1888. The bank introduced its First National City Charge Service credit card—popularly known as the "Everything card" and later to become MasterCard—in 1967. Also in 1967, First National City Bank was reorganized as a one-bank holding company, First National City Corporation, or "Citicorp" for short. The bank had been nicknamed "Citibank" since the 1860s when it began using this as an eight-letter wire code address.In 1974, under the leadership of CEO Walter B. Wriston, First National City Corporation changed its formal name to "Citicorp", with First National City Bank being formally renamed Citibank in 1976. Shortly afterwards, the bank launched the Citicard, which pioneered the use of 24-hour ATMs. John S. Reed was elected CEO in 1984, and Citi became a founding member of the CHAPS clearing house in London. Under his leadership, the next 14 years would see Citibank become the largest bank in the United States and the largest issuer of credit cards and charge cards in the world, and expand its global reach to over 90 countries.

Credit cards

Credit cards at this time had an annual fee, which they raised more than once.

Travelers Group

Travelers Group, at the time of the merger, was a diverse group of financial concerns that had been brought together under CEO Sandy Weill. Its roots came from Commercial Credit, a subsidiary of Control Data Corporation that was taken private by Weill in November 1986 after taking charge of the company earlier that year. Two years later, Weill mastered the buyout of Primerica Financial Services—a conglomerate that had already bought life insurance company A L Williams as well as brokerage firm Smith Barney. The new company took the Primerica name, and employed a "cross-selling" strategy such that each of the entities within the parent company aimed to sell each other's services. Its non-financial businesses were spun off.

In September 1992, Travelers Insurance, which had suffered from poor real estate investments and sustained significant losses in the aftermath of Hurricane Andrew, formed a strategic alliance with Primerica that would lead to its amalgamation into a single company in December 1993. With the acquisition, the group became Travelers Inc. Property & casualty and life & annuities underwriting capabilities were added to the business. Meanwhile, the distinctive Travelers red umbrella logo, which was also acquired in the deal, was applied to all the businesses within the newly named organization. During this period, Travelers acquired Shearson Lehman—a retail brokerage and asset management firm that was headed by Weill until 1985—and merged it with Smith Barney.

Ownership of Salomon Brothers

In November 1997, Travelers Group , acquired Salomon Brothers, a major bond dealer and bulge bracket investment bank, in a $9 billion transaction. This deal complemented Travelers/Smith Barney well as Salomon was focused on fixed-income and institutional clients, whereas Smith Barney was strong in equities and retail. Salomon Brothers absorbed Smith Barney into the new securities unit termed Salomon Smith Barney; a year later, the division incorporated Citicorp's former securities operations as well. The Salomon Smith Barney name was abandoned in October 2003 after a series of financial scandals that tarnished the bank's reputation.

Merger of Citicorp and Travelers

On April 6, 1998, the merger between Citicorp and Travelers Group was announced to the world, creating a $140 billion firm with assets of almost $700 billion. The deal would enable Travelers to market mutual funds and insurance to Citicorp's retail customers while giving the banking divisions access to an expanded client base of investors and insurance buyers.

In the transaction, Travelers Group acquired all Citicorp shares for $70 billion in stock, issuing 2.5 new Citigroup shares for each Citicorp share. Existing shareholders of each company owned about half of the new firm. While the new company maintained Citicorp's "Citi" brand in its name, it adopted Travelers' distinctive "red umbrella" as the new corporate logo, which was used until 2007.The chairmen of both parent companies, John S. Reed and Sandy Weill respectively, were announced as co-chairmen and co-CEOs of the new company, Citigroup, Inc., although the vast difference in management styles between the two immediately presented question marks over the wisdom of such a setup.

The remaining provisions of the Glass–Steagall Act—enacted following the Great Depression—forbade banks to merge with insurance underwriters, and meant Citigroup had between two and five years to divest any prohibited assets. Weill stated at the time of the merger that they believed "that over that time the legislation will change ... we have had enough discussions to believe this will not be a problem". Indeed, the passing of the Gramm-Leach-Bliley Act in November 1999 vindicated Reed and Weill's views, opening the door to financial services conglomerates offering a mix of commercial banking, investment banking, insurance underwriting, and brokerage.Joe J. Plumeri worked on the post-merger integration of the two companies and was appointed CEO of Citibank North America by Weill and Reed. He oversaw its network of 450 branches. J. Paul Newsome, an analyst with CIBC Oppenheimer, said: "He's not the spit-and-polish executive many people expected. He's rough on the edges. But Citibank knows the bank as an institution is in trouble—it can't get away anymore with passive selling—and Plumeri has all the passion to throw a glass of cold water on the bank." Plumeri boosted the unit's earnings from $108 million to $415 million in one year, an increase of nearly 300%. He unexpectedly retired from Citibank in January 2000.

In 2000, Citigroup acquired Associates First Capital Corporation for $31.1 billion in stock, which, until 1989, had been owned by Gulf+Western , and later by Ford Motor Credit Company. The Associates was widely criticized for predatory lending practices and Citi eventually settled with the Federal Trade Commission by agreeing to pay $240 million to customers who had been victims of a variety of predatory practices, including "flipping" mortgages, "packing" mortgages with optional credit insurance, and deceptive marketing practices.In 2001, Citigroup made additional acquisitions: European American Bank, in July, for $1.9 billion, and Banamex in August, for $12.5 billion.

Spin-off of Travelers

The company spun off its Travelers Property and Casualty insurance underwriting business in 2002. The spin-off was prompted by the insurance unit's drag on Citigroup stock price because Travelers earnings were more seasonal and vulnerable to large disasters and events such as the September 11 attacks. It was also difficult to sell insurance directly to its customers since most customers were accustomed to purchasing insurance through a broker.Travelers merged with The St. Paul Companies Inc. in 2004 forming The St. Paul Travelers Companies. Citigroup retained the life insurance and annuities underwriting businesses until it sold them to MetLife in 2005. Citigroup still sells life insurance through Citibank, but it no longer underwrites insurance.In spite of divesting Travelers Insurance, Citigroup retained Travelers' signature red umbrella logo as its own until February 2007, when Citigroup agreed to sell the logo back to St. Paul Travelers, which renamed itself Travelers Companies. Citigroup also decided to adopt the corporate brand "Citi" for itself and virtually all its subsidiaries, except Primerica and Banamex.

Subprime mortgage crisis

Heavy exposure to troubled mortgages in the form of collateralized debt obligation , compounded by poor risk management, led Citigroup into trouble as the subprime mortgage crisis worsened in 2007. The company had used elaborate mathematical risk models which looked at mortgages in particular geographical areas, but never included the possibility of a national housing downturn or the prospect that millions of mortgage holders would default on their mortgages. Trading head Thomas Maheras was close friends with senior risk officer David Bushnell, which undermined risk oversight. As Treasury Secretary, Robert Rubin was said to be influential in lifting the Glass–Steagall Act that allowed Travelers and Citicorp to merge in 1998. Then on the board of directors of Citigroup, Rubin and Charles Prince were said to be influential in pushing the company towards MBS and CDOs in the subprime mortgage market.

Starting in June 2006, Senior Vice President Richard M. Bowen III, the chief underwriter of Citigroup's Consumer Lending Group, began warning the board of directors about the extreme risks being taken on by the mortgage operation that could potentially result in massive losses. The group bought and sold $90 billion of residential mortgages annually. Bowen's responsibility was essential to serve as the quality control supervisor ensuring the unit's creditworthiness. When Bowen first became a whistleblower in 2006, 60% of the mortgages were defective. The number of bad mortgages began increasing throughout 2007 and eventually exceeded 80% of the volume. Many of the mortgages were not only defective but were a result of mortgage fraud. Bowen attempted to rouse the board via weekly reports and other communications. On November 3, 2007, Bowen emailed Citigroup Chairman Robert Rubin and the bank's chief financial officer, head auditor, and the chief risk management officer to again expose the risk and potential losses, claiming that the group's internal controls had broken down and requesting an outside investigation of his business unit. The subsequent investigation revealed that the Consumer Lending Group had suffered a breakdown of internal controls since 2005. Despite the findings of the investigation, Bowen's charges were ignored, even though withholding such information from shareholders violated the Sarbanes–Oxley Act , which he had pointed out. Citigroup CEO Charles Prince signed a certification that the bank was in compliance with SOX despite Bowen revealing this wasn't so. Citigroup eventually stripped Bowen of most of his responsibilities and informed him that his physical presence was no longer required at the bank. The Financial Crisis Inquiry Commission asked him to testify about Citigroup's role in the mortgage crisis, and he did so, appearing as one of the first witnesses before the Commission in April 2010.As the crisis began to unfold, Citigroup announced on April 11, 2007, that it would eliminate 17,000 jobs, or about 5 percent of its workforce, in a broad restructuring designed to cut costs and bolster its long underperforming stock. Even after securities and brokerage firm Bear Stearns ran into serious trouble in summer 2007, Citigroup decided the possibility of trouble with its CDOs was so tiny that they excluded them from their risk analysis. With the crisis worsening, Citigroup announced on January 7, 2008, that it was considering cutting another 5 percent to 10 percent of its 327,000 member-workforce.

Collapse and US government intervention

By July 2008 Citigroup was described as struggling, and by November they were insolvent, despite their receipt of $25 billion in taxpayer-funded federal Troubled Asset Relief Program funds. On November 17, 2008, Citigroup announced plans for about 52,000 new job cuts, on top of 23,000 cuts already made during 2008 in a huge job cull resulting from four quarters of consecutive losses and reports that it was unlikely to be in profit again before 2010. The same day on Wall Street markets responded, with shares falling and dropping the company's market capitalization to $6 billion, down from $300 billion two years prior. Eventually staff cuts totaled over 100,000 employees. Its stock market value dropped to $20.5 billion, down from $244 billion two years earlier. Shares of Citigroup common stock traded well below $1.00 on the New York Stock Exchange.

As a result, late in the evening on November 23, 2008, Citigroup and Federal regulators approved a plan to stabilize the company and forestall a further deterioration in the company's value. On November 24, 2008, the U.S. government announced a massive bailout for Citigroup designed to rescue the company from bankruptcy while giving the government a major say in its operations. A joint statement by the US Treasury Department, the Federal Reserve and the Federal Deposit Insurance Corporation announced: "With these transactions, the U.S. government is taking the actions necessary to strengthen the financial system and protect U.S. taxpayers and the U.S. economy."

TARP funding

Citi received the largest amount of TARP funding, "a larger bailout than any other U.S. bank." The bailout called for the government to back about $306 billion in loans and securities and directly invest about $20 billion in the company. The Treasury provided $20 billion in Troubled Asset Relief Program funds in addition to $25 billion given in October. The Treasury Department, the Federal Reserve and the FDIC agreed to cover 90% of the losses on Citigroup's $335 billion portfolio after Citigroup absorbed the first $29 billion in losses. The Treasury would assume the first $5 billion in losses; the FDIC would absorb the next $10 billion; then the Federal Reserve would assume the rest of the risk. The assets remained on Citigroup's balance sheet; the technical term for this arrangement is ring fencing.

In return, the bank gave the U.S. Treasury $27 billion of preferred shares and warrants to acquire common stock. The government obtained wide powers over banking operations. Citigroup agreed to try to modify mortgages, using standards set up by the FDIC after the collapse of IndyMac Bank, with the goal of keeping as many homeowners as possible in their houses. Executive salaries would be capped. As a condition of the federal assistance, Citigroup's dividend payment was reduced to $0.01 per share.

In a The New York Times op-ed, Michael Lewis and David Einhorn described the November 2008 $306 billion guarantee as "an undisguised gift" without any real crisis motivating it.According to The Wall Street Journal, the government aid provided to Citi in 2008/2009 was provided to prevent a worldwide chaos and panic by the potential collapse of its Global Transactions Services division. According to the article, former CEO Pandit said if Citigroup was allowed to unravel into bankruptcy, "100 governments around the world would be trying to figure out how to pay their employees".According to New York Attorney General Andrew Cuomo, Citigroup paid hundreds of millions of dollars in bonuses to more than 1,038 of its employees after it had received its $45 billion TARP funds in late 2008. This included 738 employees each receiving $1 million in bonuses, 176 employees each receiving $2 million bonuses, 124 each receiving $3 million in bonuses, and 143 each receiving bonuses of $4 million to more than $10 million. As a result of the criticism and the U.S. Government's majority holding of Citigroup's common stock, compensation and bonuses were restricted from February 2009 until December 2010.In 2009, Jane Fraser, the CEO of Citi Private Bank, stopped paying its bankers with a commission for selling investment products, in a move to bolster Citi Private Bank's reputation as an independent wealth management adviser, as opposed to a product pusher.

Creation of Citi Holdings

On January 16, 2009, Citigroup announced its intention to reorganize itself into two operating units: Citicorp for its retail and institutional client business, and Citi Holdings for its brokerage and asset management. Citigroup will continue to operate as a single company for the time being, but Citi Holdings managers will be tasked to "take advantage of value-enhancing disposition and combination opportunities as they emerge", and eventual spin-offs or mergers involving either operating unit were not ruled out. Citi Holdings consists of Citi businesses that Citi wants to sell and are not considered part of Citi's core businesses. The majority of its assets are U.S. mortgages. It was created in the wake of the financial crisis as part of Citi's restructuring plan. It consists of several business entities including remaining interests in local consumer lending such as OneMain Financial, divestitures such as Smith Barney, and a special asset pool. Citi Holdings represents $156 billion of GAAP assets, or ~8% of Citigroup; 59% represents North American mortgages, 18% operating businesses, 13% special asset pool, and 10% categorized as other. Operating businesses include OneMain Financial , PrimeRe , MSSB JV and Spain / Greece retail , less associated loan loss reserves. While Citi Holdings is a mixed bag, its primary objective is to wind down some non-core businesses and reduce assets, and strategically "breaking even" in 2015.On February 27, 2009, Citigroup announced that the U.S. government would take a 36% equity stake in the company by converting US$25 billion in emergency aid into common stock with a United States Treasury credit line of $45 billion to prevent the bankruptcy of the company. The government guaranteed losses on more than $300 billion of troubled assets and injected $20 billion immediately into the company. The salary of the CEO was set at $1 per year and the highest salary of employees was restricted to $500,000. Any compensation amount above $500,000 had to be paid with restricted stock that could not be sold by the employee until the emergency government aid was repaid in full. The U.S. government also gained control of half the seats in the Board of Directors, and the senior management was subjected to removal by the US government if there were poor performance. By December 2009, the U.S. government stake was reduced from a 36% stake to a 27% stake, after Citigroup sold $21 billion of common shares and equity in the largest single share sale in U.S. history, surpassing Bank of America's $19 billion share sale 1 month prior. By December 2010, Citigroup repaid the emergency aid in full and the U.S. government had made a $12 billion profit on its investment in the company. Government restrictions on pay and oversight of the senior management were removed after the U.S. government sold its remaining 27% stake in December 2010.On June 1, 2009, it was announced that Citigroup would be removed from the Dow Jones Industrial Average effective June 8, 2009, due to significant government ownership. Citigroup was replaced by Travelers Co.

Sale of Smith Barney

Smith Barney, Citi's global private wealth management unit, provided brokerage, investment banking and asset management services to corporations, governments and individuals around the world. With over 800 offices worldwide, Smith Barney held 9.6 million domestic client accounts, representing $1.562 trillion in client assets worldwide.

On January 13, 2009, Citi announced the merger of Smith Barney with Morgan Stanley Wealth Management. Citi received $2.7 billion and a 49% interest in the joint venture.In June 2013, Citi sold its remaining 49% stake in Smith Barney to Morgan Stanley Wealth Management for $13.5 billion following an appraisal by Perella Weinberg.

Return to profitability, denationalization

In 2010, Citigroup achieved its first profitable year since 2007. It reported $10.6 billion in net profit, compared with a $1.6 billion loss in 2009. Late in 2010, the government sold its remaining stock holding in the company, yielding an overall net profit to taxpayers of $12 billion. A special IRS tax exception given to Citi allowed the US Treasury to sell its shares at a profit, while it still owned Citigroup shares, which eventually netted $12 billion. According to Treasury spokeswoman Nayyera Haq, "This rule was designed to stop corporate raiders from using loss corporations to evade taxes and was never intended to address the unprecedented situation where the government owned shares in banks. And it was certainly not written to prevent the government from selling its shares for a profit."

Expansion of retail banking operations

In 2011, Citi was the first bank to introduce digitized Smart Banking branches in Washington, D.C., New York, Tokyo and Busan while it continued renovating its entire branch network. New sales and service centers were also opened in Moscow and St. Petersburg. Citi Express modules, 24-hour service units, were introduced in Colombia. Citi opened additional branches in China, expanding its branch presence to 13 cities in China.

Expansion of credit card operations

Citi Branded Cards introduced several new products in 2011, including: Citi ThankYou, Citi Executive/AAdvantage and Citi Simplicity cards in the U.S. It also has Latin America partnership cards with Colombia-based airline Avianca and with Banamex and AeroMexico; and a merchant loyalty program in Europe. Citibank is also the first and currently the only international bank to be approved by Chinese regulators to issue credit cards under its own brand without cooperating with Chinese state-owned domestic banks.

Chinese investment banking joint venture

In 2012, the Global Markets division and Orient Securities formed Citi Orient Securities, a Shanghai-based equity and debt brokerage operating in the Chinese market.

Federal Reserve stress tests

On March 13, 2012, the Federal Reserve reported Citigroup is one of the four financial institutions, out of 19 major banks, that failed its stress tests, designed to measure bank capital during a financial crisis. The 2012 stress tests determined whether banks could withstand a financial crisis that has unemployment at 13%, stock prices to be cut in half, and home prices decreased by 21%. Citi failed the Fed stress tests due to Citi's high capital return plan and its international loans, which were rated by the Fed to be at higher risk than its domestic American loans. Citi received half of its revenues from its international businesses. In comparison, Bank of America, which passed the stress test and did not ask for a capital return to investors, received 78% of its revenue in the United States.By June 2012, the year of Citi's 200th anniversary, Citigroup had built up $420 billion in surplus cash reserves and government securities. As of March 31, 2012, Citi had a Tier 1 capital ratio of 12.4%. This was a result of selling more than $500 billion of its special assets placed in Citi Holdings, which were guaranteed from losses by the US Treasury while under federal majority ownership.In 2013, Sanjiv Das was replaced as head of CitiMortgage with Jane Fraser, former head of Citi Private Bank.On March 26, 2014, the Federal Reserve Board of Governors reported that Citigroup was one of the 5 financial institutions that failed its stress tests. Unlike in the failed stress test in 2012, Citigroup failed on qualitative concerns that were unresolved despite regulatory warnings. The report specifically stated that Citigroup failed "to project revenues and losses under a stressful scenario for material parts of the firm's global operations and its ability to develop scenarios for its internal stress testing that adequately reflects its full range business activities and exposures."On March 11, 2015, Citi has passed its first CCAR test, allowing it to raise its dividend to 5 cent a share and unveiling a plan for a $7.8 billion share repurchase.In February 2016, the company was subject to a lawsuit as a result of the bankruptcy of a Mexican oil services firm.In April 2016, Citigroup announced that it would eliminate its bad bank, Citi Holdings.On June 23, 2016, Federal Reserve handed Citi a passing grade on its stress test the second time in a row, giving permission to triple its dividend to 16 cents a share and approving an $8.6 billion stock repurchase program,

Spin-off of Napier Park Global Capital

Citi Capital Advisors , formerly Citi Alternative Investments, was a hedge fund that offered various investment strategies across multiple asset classes. To comply with the Volcker Rule, which limits bank ownership in hedge funds to no more than 3%, Citi spun off its hedge fund unit in 2013 and gave a majority of the company to its managers. The spin-off of CCA created Napier Park Global Capital, a $6.8 billion hedge fund with more than 100 employees in New York and London and managed by Jim O'Brien and Jonathan Dorfman.

Downsizing of consumer banking unit

In October 2014, Citigroup announced its exit from consumer banking in 11 markets, including Costa Rica, El Salvador, Guatemala, Nicaragua, Panama, Peru, Japan, Guam, the Czech Republic, Egypt, South Korea , and Hungary.

2015 onwards

In May 2015, the bank announced the sale of its margin foreign exchange business, including CitiFX Pro and TradeStream, to FXCM and SAXO Bank of Denmark. Despite this deal, industry surveys pegged Citi as the biggest banking player in the forex market. The company's remaining foreign exchange sales & trading businesses continued operating in the wake of this deal under the leadership of James Bindler, who succeeded Jeff Feig as the firm's global head of foreign exchange in 2014.In November 2015, Springleaf acquired OneMain Financial from Citigroup.In February 2016, Citi sold its retail and commercial banking operations in Panama and Costa Rica to the Bank of Nova Scotia for $360 million. The operations sold include 27 branches serving approximately 250,000 clients. Citi continues to offer corporate and institutional banking and wealth management in Panama and Costa Rica. On April 1, Citigroup became the exclusive issuer of Costco-branded credit cards. In April 2016, Citi was given regulatory approval for its "living will", its plans to shut down operations in the event of another financial crisis.In response to the COVID-19 pandemic, Citi provided support to cardholders including waiving late fees. It also announced that some lower paid employees would receive a one-off payment of US$1,000 to help them through the crisis. This was not just limited to the US. In Singapore where Citi had a large operation, low paid staff would receive S$1,200.In August 2020, Citi mistakenly wired $900 million to the creditors of one of its clients, the American cosmetics corporation Revlon. Citi sued to get most of the money back but as of June 2022 had been unsuccessful. In October, the same year, Citigroup was fined $400 million by the US bank regulators as a result of their risk in control systems and was ordered to update their technology. The company will have four months to make a new plan and submit it to the Federal Reserve.

Combination of Markets & Securities Services

In 2019, Citi combined its Global Markets and Securities Services business into Markets & Securities Services, which includes broad trading and execution capabilities in addition to custody, clearing, financing and hedging services.

Shrinking of consumer banking unit

In April 2021, Citi announced it would exit its consumer banking operations in 13 markets, including Australia, Bahrain, China, India, Indonesia, South Korea, Malaysia, the Philippines, Poland, Russia, Taiwan, Thailand and Vietnam. Citi will continue to operate its consumer banking businesses in the USA, Canada, Europe and in only 4 other markets: Hong Kong, Singapore, London and the UAE across the entire APAC and EMEA regions.In January 2022, Citi further announced its plan to exit consumer banking in Mexico, as well as small-business and middle-market banking operations. On March 1, 2022, Citi disclosed an exposure of over $10bn in Russian assets, which may be materially affected by Russia's expulsion from the SWIFT banking system.In September 2022, Citi was planning to shutter its retail bank business in the United Kingdom.

Involvement in controlling the sale of guns

In 2018 The New York Times reported about Citi's actions, under the direction of CEO Michael Corbat, to intervene in the matter of gun control. In particular, their credit card policies were set to restrict the sale of guns below age 21.